Rebootizer Group PLC
Rebootizer Group PLC: Proposed Subscription for Ordinary Shares and Convertible Loan Stock to raise up to approximately EUR6.875 million
Rebootizer Group PLC / Key word(s): Corporate Action 02.03.2011 / 20:30 Rebootizer, London, ● 2011, the international group focused on the functional food market announces the Proposed Subscription for Ordinary Shares and Convertible Loan Stock to raise up to approximately EUR6.875 million, the Proposed Capitalisation of Existing Loan Capital and an Equity exchange with US distribution partner. Subscription for Ordinary Shares and Convertible Loan Stock * Proposed subscription for Ordinary Shares, to raise up to approximately EUR6.875 million (before expenses) of new capital to support the Group's next stage of international growth which is in line with its strategy to grow the business: o Subscriptions for up to 5,067,593 New Ordinary Shares at EUR0.70 per share ('Subscription') o Grant of an option to subscribe for 1,904,759 Ordinary Shares at a price of EUR0.70 per share. o Subscription to EUR1,994,344 of Convertible Loan Notes ('Loan Notes') convertible into 2,849,062 Ordinary Shares of the Company at a price of EUR0.70 per share. Capitalisation of Existing Loan Capital * The Board has also decided to take the prudent step to propose the conversion of current outstanding loan capital into equity to reduce the Group's gearing to zero, thereby considerably strengthening the balance sheet. Upon passing of the resolutions EUR1.12 million of loans will be capitalised and satisfied with the issue of 1,596,507 ordinary shares. Equity exchange with US distribution partner Rebootizer signed an exclusive distribution agreement with Global Entry Inc.('Global Entry') in May 2010 and rebootizer(R) was launched successfully in the US during the fourth quarter of 2010. The US market continues to hold a significant position as the largest western market for Rebootizer and Global Entry has worked successfully in building brand presence for rebootizer(R). * The next stage of development with Global Entry is proposed as a formal partnership through a cross investment by way of share for share exchange as follows: o Rebootizer will subscribe EUR3.7 million for a 10% stake in Global Entry and Global Entry will subscribe the same amount of EUR3.7 million for a 3% stake in Rebootizer. o In order for the arrangements with Global Entry to take place Shareholder approval will be required to authorise the Directors to allot 5,353,321 Ordinary Shares to Global Entry. Shareholder Approval * Shareholder approval is required at a general meeting to waive pre-emption rights and authorise the Directors to allot New Ordinary Shares. A notice of general meeting, a letter to shareholders setting out details of the proposals and a form of proxy can be downloaded from the Company's website at: www.rebootizergroup.com * Shareholders, including the Directors, holding 125,370,083 Ordinary Shares representing 75.81% of the issued ordinary share capital of the Company have undertaken to vote their shares in favour of the Resolutions. Thierry Huguet, Chief Executive Officer, commenting on the Group's Strategy and developments to date, said: 'In the last eighteen months the Group has been successful in building-out Rebootizer's commercial footprint across a number of international territories and is now selling rebootizer(R) in North America, South America and Europe where it has successfully established sales and distribution channels in the USA, France, Monaco, Belgium, Luxembourg, Slovenia, Spain and Mexico. The Group has also received follow-on orders demonstrating that the Company is now establishing a strong level of continuity for future sales, particularly as we see the steady and growing acceptance of the rebootizer(R) brand in these territories. We have also been successful in developing the brand in other countries ahead of creating respective sales channels in the future. ' 'The development of the Company has been successfully executed to date and is well positioned for the next stage of growth. Accordingly, the board of directors believe that the Company has a significant opportunity to build on its current position of strength and as such have reviewed its working capital requirements, taking into account the current trading and prospects of the business. Following this review the directors believe that the Company's trading would significantly benefit from increased marketing in order to achieve a further acceleration in the growth in sales in existing territories and to support the continued promotion of the brand and the roll-out of the sales and distribution channels.' About Rebootizer Group plc Rebootizer Group is an independent, exchange listed company (ticker: R3T), in the international functional food market. The Group has a growing number of distributor agreements for its detox shaker, rebootizer(R), in Europe, South America, the US and Asia. The ingredients of rebootizer(R) are known for both their antioxidant properties and digestive functions (anti-spasmodic, anti-inflamatory, liver-protective) granting a better digestion for food and drink consumption. ** END OF NEWS RELEASE ** This news release may contain certain forward-looking statements, expectations, intentions, strategies and beliefs regarding the future. All statements contained herein are based upon information available to the management of Rebootizer Group plc as of the date hereof, and actual results may vary based upon future events, both within and without the control of the management, including risks and uncertainties that could cause actual results to differ materially. Management does not take any responsibility to update the contents of this News Release in case new aspects arise or new conditions change the facts available. Rebootizer Group plc, 2nd floor, 14 Hays Mews, London, UK www.rebootizergroup.com ISIN: GB00B6194J40; German Code: R3T; WKN: A1CU1Q Stock Exchanges: Frankfurt, Vienna, Xetra End of Corporate News --------------------------------------------------------------------- 02.03.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 114222 02.03.2011
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